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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 18, 2000
PLUM CREEK TIMBER COMPANY, INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware 1-10239 91-1443693
(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification No.)
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999 Third Avenue, Seattle, Washington 98104-4097
(Address of Principal Executive Offices) (Zip Code)
(206) 467-3600
(Registrant's Telephone Number, Including Area Code)
Not applicable
(Registrant's Name or Former Address, if Changed Since Last Report)
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Item 2. Acquisition or Disposition of Assets.
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On July 18, 2000, Plum Creek Timber Company, Inc. ("Plum Creek") and
Georgia-Pacific Corporation ("Georgia-Pacific") announced that Plum Creek,
Georgia-Pacific and North American Timber Corp., NPI Timber, Inc., GNN Timber,
Inc., LRFP Timber, Inc., and NPC Timber, Inc., each a wholly owned subsidiary of
Georgia-Pacific (each a "Spinco" and collectively "The Timber Company"), had
entered into an Agreement and Plan of Merger, dated as of July 18, 2000 (the
"Merger Agreement") pursuant to which (i) the shares of each of the Spincos will
be distributed to the holders of shares representing interests in The Timber
Company in redemption of all such outstanding shares and (ii) the merger of each
of the Spincos with and into Plum Creek, with Plum Creek as the surviving
corporation (the "Mergers").
The transaction is subject, among other things, to approval by the
shareholders of Plum Creek and The Timber Company, and receipt of a ruling from
the Internal Revenue Service that the transaction is tax-free to Georgia-Pacific
and Plum Creek, and to the shareholders of The Timber Company. The transaction
is also subject to receipt of applicable governmental approvals and the
satisfaction of customary closing conditions.
The Merger Agreement and the joint press release issued by Plum Creek
and Georgia-Pacific are incorporated by reference into this Item 2, and the
foregoing description of such documents and the transactions contemplated
therein are qualified in their entirety by reference to such exhibits.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(c) Exhibits:
2.1 Agreement and Plan of Merger, dated as of July 18, 2000, by and among
Plum Creek Timber Company, Inc., a Delaware corporation, Georgia-
Pacific Corporation, a Georgia corporation and North American Timber
Corp., NPI Timber, Inc., GNN Timber, Inc., LRFP Timber, Inc., and NPC
Timber, Inc., each a Delaware corporation and a wholly owned
subsidiary of Georgia-Pacific Corporation.
9.1 Voting Agreement and Consent dated as of July 18, 2000, by and among
Plum Creek Timber Company, Inc., a Delaware corporation,
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Georgia-Pacific Corporation, a Georgia corporation and each of the
security holders party thereto.
99.1 Joint Press Release, dated July 18, 2000.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PLUM CREEK TIMBER COMPANY, INC.
By: /s/ William R. Brown
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WILLIAM R. BROWN
Executive Vice President and
Chief Financial Officer
(Duly Authorized Officer and Principal
Financial and Accounting Officer)
Date: July 20, 2000
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EXHIBIT INDEX
Exhibit
Designation Nature of Exhibit
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2.1 Agreement and Plan of Merger, dated as of July 18, 2000, by and
among Plum Creek Timber Company, Inc., a Delaware corporation,
Georgia-Pacific Corporation, a Georgia corporation and North
American Timber Corp., NPI Timber, Inc., GNN Timber, Inc., LRFP
Timber, Inc., and NPC Timber, Inc., each a Delaware corporation
and a wholly owned subsidiary of Georgia-Pacific Corporation.
9.1 Voting Agreement and Consent dated as of July 18, 2000, by and
among Plum Creek Timber Company, Inc., a Delaware corporation,
Georgia-Pacific Corporation, a Georgia corporation and each of
the security holders party thereto.
99.1 Joint Press Release, dated July 18, 2000.
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